Breakwater Management Provides $29.0 Million of Debt and Preferred Equity Financing to Support the Recapitalization of Brown & Settle, Inc.

Los Angeles-based private investment firm invests in a market leading site preparation business focused on the data center market

LOS ANGELES, MARCH 2019 – Breakwater Management LP (“Breakwater”), a provider of flexible capital solutions to growing lower middle market companies, announced today that it recently completed an investment in Brown & Settle, Inc. (“B&S” or the “Company”) as part of the recapitalization of the Company in partnership with GHK Capital Partners LP (“GHK”). Breakwater was the exclusive provider of debt financing, and Breakwater and funds advised by Headway Capital Partners LLP led the preferred equity financing to support the transaction.

B&S is a leading provider of large-parcel commercial site development services in Northern Virginia, Southern Maryland and Washington D.C., primarily to data center and telecom infrastructure companies. Approximately 70% of global Internet traffic flows through this region daily, and the Company is well positioned to capitalize on the development activity surrounding the increasing demand for computing and data storage facilities. The Founders, Michael Brown Jr. and Gregory “Tommy” Settle, will remain in their current roles as owners and executives, as the Company adds new professionals who will focus on geographic expansion and further market penetration.

Saif Mansour, Managing Partner at Breakwater, commented, “We are extremely pleased to work with B&S, a market leader in site preparation services utilized in the development of data centers, distribution centers and other commercial and government properties. The Company’s leading market position in Northern Virginia, the largest data center market in the United States, provides a tremendous opportunity to capitalize on meaningful forecasted growth in the region.”

Darrick Geant, Partner at Breakwater, stated, “Our partners at GHK were able to identify and secure an attractive acquisition opportunity, and we are looking forward to working together to provide value-added financial and strategic support as the Company achieves its next phase of growth.”

Gil Klemann, Founder and Managing Partner of GHK, added, “We are extremely pleased to have this support from Breakwater as an important long-term partner for the Company and for GHK.”

Breakwater was represented by Proskauer Rose LLP.

ABOUT BREAKWATER

Based in Los Angeles, Breakwater Management LP provides flexible debt and equity capital to growing lower middle market companies. The firm aligns itself with committed management teams, owners, and sponsors, providing creative financing solutions tailored to meet individual company needs. Breakwater’s senior investment team has over 60 years of private company investing experience and has built the firm on a deep commitment to integrity, partnership and growth.

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SENIOR ASSOCIATE
Alec Dorman is a Senior Associate at Breakwater focused on the execution and monitoring of investments.

Professional Experience. Prior to joining Breakwater, Alec worked as a Private Equity Associate in the Los Angeles office of Sun Capital Partners. While at Sun Capital, Alec focused on new deal execution and due diligence across the consumer, business services, technology, and industrials sectors. Prior to Sun Capital, Alec was an investment banking analyst at Piper Jaffray in San Francisco where he focused on mergers and acquisition advisory as well as debt and equity offerings in the consumer industry.

Education. Alec received his MBA from UCLA Anderson in 2019 where he was awarded the Venture, Private Equity, Management Development for Entrepreneurs, Riordan MBA Mentor, and UCLA Anderson Merit Fellowships. He also served on the Board for the Investment Finance Association as the Director of Private Equity. Alec graduated from Claremont McKenna College in Los Angeles with a BA in Economics-Accounting in 2013.

Robert Choi is a Senior Associate at Breakwater focused on the origination, execution and monitoring of investments.

Professional Experience. Prior to joining Breakwater, Robert was an Associate at Imperial Capital, LLC. At Imperial, Robert executed restructuring, leveraged finance and mergers & acquisition transactions in the consumer and industrial sectors. Robert previously worked in the audit practice at Ernst & Young, LLP.

Education. Robert earned his B.A. in Economics with a minor in Accounting from the University of California, San Diego.

Joe is responsible for financial, legal, tax and general administration of Breakwater, its funds and its portfolios. He also serves as Head of Portfolio Management and as Breakwater’s Chief Compliance Officer.

Professional Experience. Prior to joining Breakwater, Joe was the President of Grosvenor Park Media, an alternative lender that provided asset-based loans and consulting services to the media and entertainment industry. Before Grosvenor, Joe served as President and Chief Financial Officer of HOB Entertainment, a private equity-sponsored music and hospitality company that was successfully sold to Live Nation Entertainment. Joe began his career with Kenneth Leventhal & Company, a leading national CPA firm. In addition, he has served on the Board of Directors for two publicly-traded companies, Napster and Roxio.

Education. Joe earned his B.S. from St. John’s University and is a Certified Public Accountant.

Founded in 2003 and headquartered in Bristow, VA, Brown & Settle, Inc. (“B&S”) is a leading provider of large-parcel commercial site development services in Northern Virginia, Southern Maryland and Washington D.C. B&S provides site clearing, excavation, grading and utilities installation services primarily to data center / telecom infrastructure companies in these regions as Northern Virginia is home to “Data Center Alley”, the largest concentration of data centers in the United States.

Eric Beckman is responsible for the origination, structuring, execution and oversight of Breakwater’s portfolio and is Chairman of the Investment Committee. Eric has 24 years of experience in leveraged finance and private company investing.

Professional Experience. Prior to partnering with Saif Mansour in 2014, Eric spent 16 years as a senior investment professional at Ares Management in direct lending and private equity. He joined Ares in 1998 as a Principal, focusing on mezzanine, special situations and private equity, and was a Partner of Ares Corporate Opportunities Fund I, Ares’ first private equity fund with $750 million of commitments. He subsequently became a Senior Partner and the West Coast Group Head of the Ares Direct Lending Group, where he built the West Coast origination and execution effort and supervised the Venture Lending and Project Finance teams. Eric served as an Executive Vice President of Ares Capital Corp. (NASDAQ: ARCC), which grew during his tenure from $250 million to $7.5 billion in assets, and as the Co-Portfolio Manager of Ares Mezzanine Partners. He began his finance career at Goldman Sachs, where he focused on leveraged finance and assisted in the creation and management of the West Street Bridge Loan Fund. Eric has led investments and served on the Boards of Directors of several companies, including Samsonite Corp., House of Blues Entertainment and Stag Parkway. He has been a longtime supporter of the Posse Foundation, serving as the founding Chair of its Los Angeles Advisory Committee and a member of its national Board of Directors, and currently sits on the Boards of IKAR and the Ziegler School.

Education. Eric graduated summa cum laude with a B.A. from Cornell University, where he was elected to Phi Beta Kappa, and received his J.D. from the Yale Law School where he was a Senior Editor of the Yale Law Journal. He also attended Christ Church in Oxford, England, and was a Rotary International Graduate Scholar at Jawaharlal Nehru University in New Delhi, India.

Aamir Amdani is a Director at Breakwater focused on the origination, execution and monitoring of investments.

Professional Experience. Prior to joining Breakwater, Aamir worked at H.I.G. Capital, a lower middle market investment firm based in Miami, Florida. At H.I.G. Capital, Aamir was responsible for evaluating new investment opportunities, executing transactions and managing portfolio companies. Additionally, he played a significant role in the firm’s IPO of its business development company, Whitehorse Finance. Aamir began his career as an Analyst in the Global Healthcare Investment Banking Group at Bank of America Merrill Lynch in New York.

Education. Aamir earned his B.S. in Finance and Accounting from New York University’s Stern School of Business and received his M.B.A. in Finance and Management from The Wharton School at the University of Pennsylvania.

Tammy Funasaki is the Head of Investor Relations at Breakwater focused on managing all fundraising and investor relations activities relating to Breakwater’s funds and co-investment efforts.

Professional Experience. Prior to joining Breakwater, Tammy was a Vice President at Evolution Capital, where she led business development initiatives for both onshore and offshore hedge funds. Prior to this, she was a Private Wealth Advisor at Goldman Sachs from 2009-2015 in their Investment Management Division, where she worked with a team to manage $3B+ of assets across high net worth individuals, family offices and foundations. Tammy is currently on the Board of Big Brothers Big Sisters Los Angeles, Co-President of the Punahou Alumni Association of Southern California, and an active member of the U.S. Japan Council.

Education. Tammy earned her B.A. in Global Business from the University of Southern California. She received her M.B.A. in Finance from the Stern School of Business at New York University.

Walter Chung is a Director of Breakwater focused on the origination, execution and monitoring of investments.

Professional Experience. Prior to joining Breakwater, Walter was a Director at THL Credit, an investment firm focused primarily on lower middle market credit opportunities. As a member of THL Credit’s Direct Lending platform, he was responsible for sourcing and evaluating new investment opportunities, executing transactions and managing portfolio investments. Prior to joining THL Credit in 2009, Walter worked at Libra Securities, LLC, a Los Angeles-based investment bank, where he executed private placements and M&A transactions. Prior to Libra, he worked in the Corporate Finance department at FTI Consulting, Inc. and in the audit practice at Ernst & Young, LLP.

Education. Walter earned his B.A. in Business Economics with a minor in Accounting from the University of California, Los Angeles.

Darrick Geant is a Partner of Breakwater focused on the origination, execution and monitoring of investments.

Professional Experience. Prior to joining Breakwater, Darrick was a Managing Partner at Goldman Sachs, where he founded and co-led its middle market leveraged finance group. While at Goldman, Darrick was responsible for the sourcing, executing and monitoring of new transactions, as well as managing the origination, underwriting and syndications teams. Prior to joining Goldman Sachs, Darrick worked at Barclays Capital, where he helped found the Los Angeles office and build the firm’s North American leveraged finance platform. Darrick started his career at DLJ / Credit Suisse as an investment banker in its Los Angeles office focusing on capital markets and advisory transactions.

Education. Darrick earned his B.A. Honors in Business Administration from the Richard Ivey School of Business at the University of Western Ontario.

Saif Mansour is responsible for the origination, structuring, execution and oversight of Breakwater’s portfolio and brings 16 years of experience in private company investing.

Professional Experience. In 2006, Saif identified a significant market opportunity for a relationship-oriented investment firm built on a deep commitment to values-based business principles. To that end, he founded Breakwater and positioned it into a leading, high-growth private investment firm with a meaningful presence in the U.S. lower middle market. Prior to founding Breakwater, he was a Vice President at a Los Angeles-based private family investment firm and served as a Strategy Consultant to the Office of the President at Union Bank of California. Saif began his finance career at The Avram Miller Company. In 2014, Saif was selected as a semifinalist for the Ernst & Young Entrepreneur Of The Year™ 2014 Award in Greater Los Angeles, and in 2011 he was selected a winner of the 40 UNDER 40 M&A Advisor Recognition Award. He is actively involved in several charities and is a member of the Young Presidents’ Organization. He also advises and serves on the Boards of Directors of a number of Breakwater portfolio companies.

Education. Saif holds a B.A. in International Relations from Brown University, where he was a member of its Division I Varsity Men’s Soccer Team.

Caitlin Punschke is responsible for executive support to Breakwater’s managing partners, office administration, and other administrative functions. Prior to joining Breakwater, she worked in apparel and public relations.

Education. Caitlin graduated with a B.A. from Columbia College Chicago, with a concentration in Arts, Entertainment and Media Management.

Headquartered in Portland, Oregon, Alpha Media is the fourth largest radio broadcaster in the United States, with over 250 radio stations across the nation.

The founding management team at Alpha Media previously built Citadel Communications, beginning with two radio stations in 1984, growing it to over 200 stations, and selling the business to Forstmann Little in 2001 for $2.1 billion.

Former portfolio company Zealot Networks, Inc. was a digital media and entertainment company that grew rapidly through strategic acquisitions. Its senior managers were pioneers in the world of digital media, and the company assembled a portfolio of fast-growing media businesses, spanning content creation to end-market delivery. Breakwater exited the investment in November 2015, when the company fully repaid its loan.

Former portfolio company Training Partners USA Ltd, Inc. (“TPL”) is a leading provider of workforce training and staffing services for the global energy industry. Founded in 1999, TPL focuses on personnel training and development, logistical support services, manpower services, competency assurance, and technical services. Clients of TPL include ExxonMobil, Marathon Oil Corporation, Samsung, Qatargas, Baker Hughes, and British Petroleum. Breakwater exited its investment in August 2013, when the company fully repaid its loan.

Former portfolio company yurbuds® is a leading sport earphone company in the United States. The business sells its diversified range of products through a wide distribution network of large retailers such as Target and Walmart, consumer electronics stores like Apple, Best Buy and AT&T, and sporting goods retailers such as Dick’s Sporting Goods and Sports Authority. Breakwater exited the investment in June 2014, when yurbuds was sold to Harman Kardon.

Former portfolio company Optimus EMR, Inc. (“Optimus”) is a leading provider of clinical content and electronic medical records software. The company offers the Optimus EMR system, an electronic health record system for the post-acute care market. Breakwater exited its investment in September 2015, when Optimus was sold to Yardi.

Former portfolio company iSatori, Inc. (“iSatori”) develops and markets clinically tested nutritional products for weight loss and enhanced performance in sports. The company distributes its products to thousands of retail stores in North America and abroad through GNC, Wal-Mart, Rite-Aid, 7-Eleven, and other Fortune 500 players. In April 2012, iSatori was acquired by a public company vehicle and is now reporting under the ticker symbol IFIT. The company fully repaid its loan, and Breakwater fully exited its fund investment holdings in April 2016 through a sale of shares in the public market.

Former portfolio company Exhale Enterprises, Inc. (“Exhale”) is a leading operator of award-winning mind body spas. During Breakwater’s investment period, the company developed properties in 11 top markets, including locations within upscale hotels and resorts such as the Gansevoort Hotels in New York and Turks & Caicos, Kimpton’s EPIC Hotel in Miami, and the Fairmont Miramar Hotel & Bungalows in Santa Monica. Breakwater exited its investment in August 2017 when Exhale was sold to Hyatt Hotels.

The Veggie Grill, Inc. (“Veggie Grill”) is an award winning fast-casual restaurant chain, service veggie-centric food. Headquartered in Santa Monica, California, the business operates 26 locations in the Western United States. Well positioned in the industry, Veggie Grill outlets provide a highly differentiated menu offering within the better-for-you fast-casual restaurant segment. The company’s lead equity investor is Los Angeles-based Brentwood Associates, a consumer-focused private equity group with significant experience in successful restaurant investing.

U.S. Fence Solutions, through its subsidiaries, Split Rail Fence & Supply, Ideal Fencing, and Brother’s Fence Company, was founded in 1974 and today is the leading fencing supply and installation business in the Front Range of Colorado. Split Rail has over 120 employees, with locations in Littleton and Dacono, and serves the markets’ local, regional and national homebuilders, homeowner associations, multi-family and commercial builders and developers, municipalities, fencing and remodeling contractors, and homeowners. Split Rail has a legacy of more than 40 years in the Colorado community and building industry, with an estimated 100,000+ Split Rail banners displayed on fences throughout the Front Range of Colorado. The company’s lead equity investor is Building Industry Partners, a sector-focused private equity firm focused on the building materials vertical.

Founded in 2010 and based in Los Angeles, California, SmartyPants, Inc. is an emerging leader in the premium, all-natural nutritional supplements space. The company manufactures, markets, and distributes multivitamin gummies for children and adults using only the highest quality, sustainably sourced (eco-friendly), bio-available nutrients. SmartyPants products are 100% non-GMO and free of gluten, preservatives, and artificial flavors.

SmartyPants institutes a one-for-one giving model: for every bottle sold, the company makes a matching nutrient grant donation to a child in need through a partnership with Vitamin Angels. SmartyPants has been featured in numerous magazines including People, Style, Modern Mom, Parents, and The Oprah Magazine.

Founded in 1995 and headquartered in Los Angeles, California, Planet Blue is a leading California-based lifestyle retailer and fashion brand. Planet Blue designs and distributes contemporary casual fashion apparel, jewelry, and accessories under its proprietary brands, alongside a range of complementary third-party brands through its 13 retail locations and digital platform, and sells its proprietary brands on a wholesale basis to other omni channel retailers worldwide.

Portfolio company Open Road Entertainment, LLC (“Open Road”) is a leading innovator and provider of entertainment marketing solutions across multiple platforms, both in the United States and abroad. The firm specializes in creating exceptional audio-visual advertising for theatrical motion pictures, home entertainment releases, broadcast promos, video games, and more. Its diverse team of creative directors, editors, writers, designers, and music specialists are experienced in all genres.

In September 2012, Open Road merged with the award-winning boutique agency Happy Hour Creative, LLC.

Founded in late 2012 and headquartered in Los Angeles, California, Loot Crate™ is a revolutionary fan-based commerce and community platform. Loot Crate™ partners with the largest movie studios, game companies, comic publishers, and general pop culture talent to deliver multiple lines of themed mystery boxes monthly to fans, affectionately called “Looters”.

Hamilton Captive Management specializes in bringing captive insurance solutions to private companies, high-net-worth individuals, and families. Founded in 2013 and headquartered in Hilton Head, South Carolina, the firm prides itself on its client-centered and customized approach to its growing base of clients. Licensed domestically and internationally, Hamilton Captive Management has developed a reputation for providing best-in-class, full-service management for captive insurance companies.

Global Restoration Holdings is the second largest provider of restoration and reconstruction services in North America, with a diversified footprint across the U.S. and Canada. The company provides disaster restoration, reconstruction and renovation services for residential, industrial and commercial property in response to general loss and catastrophic events.

Delos Capital formed Global Restoration Holdings through the merger of Interstate Restoration, based in Fort Worth, Texas, and FirstOnSite Restoration, based in Mississauga, Canada.

Founded in 1992 and headquartered in El Dorado Hills, CA, Consensus® Orthopedics, Inc. (“Consensus”) designs, manufactures, and distributes high-quality reconstructive total joint implants for the hip and knee. The company sells its products throughout North America, Western Europe, Turkey, China, Japan, and Australia.

Consensus has also designed and manufactures TracPatch, a non-invasive adhesive device that provides patients, physicians and insurance providers with important data on post-operative mobility and recovery.

BMM Compliance (“BMM”) is the longest-established and most experienced private, independent gaming test lab in the world. BMM is headquartered in Las Vegas, Nevada (USA), with offices in Lima (Peru), Midrand (South Africa), Graz (Austria), Barcelona (Spain), Melbourne and Sydney (Australia), Singapore, Macau and South Korea. BMM is now approved or licensed to recommend products for certification in some 300 gaming regulatory jurisdictions around the world.

Founded in 2003, Argo Tea® is a multi-channel, branded beverage enterprise headquartered in Chicago, Illinois. Known for blending the finest local and global loose-leaf teas, the business offers a unique experience for customers through its distinctive menu of natural, tea-based signature drinks, wide choice of loose-leaf teas, organic coffee, and other specialty foods. Argo Tea is led by highly respected industry leaders with a proven track record of growing consumer products companies, including Starbucks, Dunkin Brands, Pepsi, Frito Lay, Gatorade, Tropicana, and Quaker.

Founded in 2011, Bear Down Brands is a developer and marketer of branded home, health and wellness products based in Santa Ana, California. With its growth on the Amazon marketplace and other digital platforms, Bear Down Brands has capitalized on the secular shift to e-commerce, and is now expanding its omni channel approach in brick and mortar retail with its diversified portfolio of air treatment, personal care, food storage, and other products across its three proprietary brands.